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LSTS > SEC Filings for LSTS > Form 8-K on 20-Nov-2013All Recent SEC Filings

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Form 8-K for LUSTROS INC.


20-Nov-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 15, 2013, Lustros Inc. (the "Company") entered into a Unit Purchase Agreement (the "Unit Purchase Agreement") with several accredited investors pursuant to which an initial closing has occurred with respect to which certain accredited investors purchased a total of 968,750 units at a purchase price of $.80 per unit, for a total purchase price of $775,000. Each unit ("Unit") consists of five shares of common stock of the Company and one warrant to purchase a share of common stock of the Company ("Warrant"). The Unit Purchase Agreement allows for sales of up to $1,500,000 aggregate purchase price for the Units, and the Company may have one or more subsequent closings until it reaches the $1,500,000 limit.

The shares purchased in conjunction with the Units will be registered on a resale registration statement to be filed by the Company in conjunction with a registration rights agreement which was executed in connection with the Unit Purchase Agreement. This registration statement is required to be filed within 30 days of the closing date as contemplated by the Unit Purchase Agreement.

Each Warrant issued in connection with the units bears a $0.25 per share exercise price and expires on the third anniversary of the date of issuance. If at any time the volume weighted average price as reported on Bloomberg, LP on the OTCQB or other principal market for the Company's common stock for one share of the Company's common stock is more than $.50 (as adjusted for stock splits and reverse splits) for a period of thirty (30) consecutive calendar days, the Company, may, upon twenty (20) business days prior written notice, repurchase this Warrant in whole or in part, whether or not the actual Warrant is tendered to the Company, at a purchase price of $.001 per share represented by the portion of the Warrant being repurchased, which payment must be made by the Company to the Warrantholder no later than 5 PM Pacific standard time on the 15th business day following the date of tender of written notice by the Company to the Warrantholder to repurchase such Warrant.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the information provided under item 1.01 of this Report, which is incorporated herein by this reference. All issuances of the Company's securities pursuant to the above have been made, or will be made, in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended and Regulation D, as amended, as promulgated under the Securities Act of 1933, and all investors in the above referenced transaction are accredited investors as such term is defined in Regulation D. No general solicitation or advertising was used in connection with the sale of such securities, and the Company has imposed appropriate limitations on resales.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit    Description
10.1       Unit Purchase Agreement between Lustros Inc. and various accredited
           investors dated November 15, 2013.
10.2       Form of Warrant.
10.3       Registration Rights Agreement between Lustros Inc. and the above
           referenced accredited investors dated November 15, 2013

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